Common use of Protection of Title Clause in Contracts

Protection of Title. (a) The Servicer shall maintain (or shall cause its Subservicer to maintain) in accordance with its Customary Servicing Practices accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Depository Accounts and the Collection Account in respect of such Receivable. (b) The Servicer shall maintain (or shall cause its Subservicer to maintain) its computer systems so that, from time to time after the conveyance of the Receivables to the Grantor Trust and the grant of security interest to the Indenture Trustee, the master computer records (including any backup archives) that refer to a Receivable shall indicate clearly that such Receivable is owned by the Grantor Trust and has been pledged to the Indenture Trustee on behalf of the Noteholders pursuant to the Indenture. In the event the Backup Servicer has been appointed as Servicer, the Successor Servicer shall maintain the Receivables on its computer systems in a series of isolated and partitioned branches. Indication of the Grantor Trust’s interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full, repurchased, purchased or sold. (c) If at any time the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts (including any restored from backup archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Grantor Trust and has been pledged to the Indenture Trustee on behalf of the Noteholders.

Protection of Title. (a) The Servicer shall maintain (or shall cause its Subservicer Sub-Servicer to maintain) in accordance with its Customary Servicing Practices accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Depository Accounts and the Collection Account in respect of such Receivable. (b) The Servicer shall maintain (or shall cause its Subservicer Sub-Servicer to maintain) its computer systems so that, from time to time after the conveyance under this Agreement of the Receivables to the Grantor Trust and the grant of security interest to the Indenture TrusteeReceivables, the master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Issuer in such Receivable and that such Receivable is owned by the Grantor Trust Issuer and has been pledged to the Indenture Trustee on behalf of the Noteholders pursuant to the Indenture. In the event the Backup Servicer has been appointed as Servicer, the Successor Servicer shall maintain the Receivables on its computer systems in a series of isolated and partitioned branches. Indication of the Grantor TrustIssuer’s interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full, repurchased, repurchased by the Bank pursuant to Section 3.3 of the Receivables Sale Agreement or purchased by the Servicer pursuant to either Section 3.6 or sold7.1 of this Agreement. (c) If at any time the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts (including any restored from backup archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Grantor Trust Issuer and has been pledged to the Indenture Trustee on behalf of the Noteholders. (d) The Servicer, upon receipt of reasonable prior notice, shall permit the Indenture Trustee, the Owner Trustee and their respective agents at any time during normal business hours, to the extent it does not unreasonably interfere with the Servicer’s normal operations, to inspect, audit and, to the extent permitted by applicable law, make copies of and abstracts from Servicer’s (or any Sub-Servicer’s) records regarding any Receivable. (e) Upon request, the Servicer shall furnish to the Issuer or to the Indenture Trustee, within thirty (30) Business Days, a list of all Receivables then owned by the Issuer, together with a reconciliation of such list to each of the Servicer’s Reports furnished before such request indicating removal of Receivables from the Issuer.

Protection of Title. (a) The Servicer shall maintain (or shall cause its Subservicer Sub-Servicer to maintain) in accordance with its Customary Servicing Practices accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Depository Accounts and the Collection Account in respect of such Receivable. (b) The Servicer shall maintain (or shall cause its Subservicer Sub-Servicer to maintain) its computer systems so that, from time to time after the conveyance under this Agreement of the Receivables to the Grantor Trust and the grant of security interest to the Indenture TrusteeReceivables, the master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Issuer in such Receivable and that such Receivable is owned by the Grantor Trust Issuer and has been pledged to the Indenture Trustee on behalf of the Noteholders pursuant to the Indenture. In the event the Backup Servicer has been appointed as Servicer, the Successor Servicer shall maintain the Receivables on its computer systems in a series of isolated and partitioned branches. Indication of the Grantor TrustIssuer’s interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full, repurchasedrepurchased by the Seller pursuant to Section 3.8 of the Sale Agreement, repurchased by FTH LLC pursuant to Section 3.3 of the Purchase Agreement, purchased by the Servicer in accordance with Section 3.6 hereof or soldrepurchased by the Bank pursuant to Section 3.3 of the Receivables Sale Agreement. (c) If at any time the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts (including any restored from backup archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Grantor Trust Issuer and has been pledged to the Indenture Trustee. (d) The Servicer, upon receipt of reasonable prior notice, shall permit the Indenture Trustee, the Owner Trustee on behalf and their respective agents at any time during normal business hours, to the extent it does not unreasonably interfere with the Servicer’s normal operations, to inspect, audit and, to the extent permitted by applicable law, make copies of and abstracts from Servicer’s (or any Sub-Servicer’s) records regarding any Receivable. (e) Upon request, the Servicer shall furnish to the Issuer or to the Indenture Trustee, within thirty (30) Business Days, a list of all Receivables (by contract number and name of Obligor) then owned by the Issuer, together with a reconciliation of such list to each of the NoteholdersServicer’s Certificates furnished before such request indicating removal of Receivables from the Issuer.

Protection of Title. (a) The Servicer shall maintain (or shall cause its Subservicer Sub-Servicer to maintain) in accordance with its Customary Servicing Practices accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Depository Accounts and the Collection Account in respect of such Receivable. (b) The Servicer shall maintain (or shall cause its Subservicer Sub-Servicer to maintain) its computer systems so that, from time to time after the conveyance under this Agreement of the Receivables to the Grantor Trust and the grant of security interest to the Indenture TrusteeReceivables, the master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Issuer in such Receivable and that such Receivable is owned by the Grantor Trust Issuer and has been pledged to the Indenture Trustee on behalf of the Noteholders pursuant to the Indenture. In the event the Backup Servicer has been appointed as Servicer, the Successor Servicer shall maintain the Receivables on its computer systems in a series of isolated and partitioned branches. Indication of the Grantor TrustIssuer’s interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full, repurchasedrepurchased by the Seller pursuant to Section 3.8 of the Sale Agreement, repurchased by FTH LLC pursuant to Section 3.3 of the Purchase Agreement, purchased by the Servicer in accordance with Section 3.6 hereof or soldrepurchased by the Bank pursuant to Section 3.3 of the Receivables Sale Agreement. (c) If at any time the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts (including any restored from backup archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Grantor Trust Issuer and has been pledged to the Indenture Trustee. (d) The Servicer, upon receipt of reasonable prior notice, shall permit the Indenture Trustee, the Delaware Trustee, the Owner Trustee on behalf and their respective agents at any time during normal business hours, to the extent it does not unreasonably interfere with the Servicer’s normal operations, to inspect, audit and, to the extent permitted by applicable law, make copies of and abstracts from Servicer’s (or any Sub-Servicer’s) records regarding any Receivable. (e) Upon request, the Servicer shall furnish to the Issuer, the Delaware Trustee or the Indenture Trustee, within thirty (30) Business Days, a list of all Receivables (by contract number and name of Obligor) then owned by the Issuer, together with a reconciliation of such list to each of the NoteholdersServicer’s Certificates furnished before such request indicating removal of Receivables from the Issuer.

Protection of Title. (a) The Servicer shall maintain (or shall cause its Subservicer Sub-Servicer to maintain) in accordance with its Customary Servicing Practices accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Depository Accounts and the Collection Account in respect of such Receivable. (b) The Servicer shall maintain (or shall cause its Subservicer Sub-Servicer to maintain) its computer systems so that, from time to time after the conveyance under this Agreement of the Receivables to the Grantor Trust and the grant of security interest to the Indenture TrusteeReceivables, the master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Issuer in such Receivable and that such Receivable is owned by the Grantor Trust Issuer and has been pledged to the Indenture Trustee on behalf of the Noteholders pursuant to the Indenture. In the event the Backup Servicer has been appointed as Servicer, the Successor Servicer shall maintain the Receivables on its computer systems in a series of isolated and partitioned branches. Indication of the Grantor TrustIssuer’s interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full, repurchasedrepurchased by the Seller pursuant to Section 3.8 of the Sale Agreement, repurchased by the Bank pursuant to Section 3.3 of the Receivables Sale Agreement or purchased by the Servicer pursuant to either Section 3.6 or sold7.1 of this Agreement. (c) If at any time the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts (including any restored from backup archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Grantor Trust Issuer and has been pledged to the Indenture Trustee. (d) The Servicer, upon receipt of reasonable prior notice, shall permit the Indenture Trustee, the Owner Trustee on behalf and their respective agents at any time during normal business hours, to the extent it does not unreasonably interfere with the Servicer’s normal operations, to inspect, audit and, to the extent permitted by applicable law, make copies of and abstracts from Servicer’s (or any Sub-Servicer’s) records regarding any Receivable. (e) Upon request, the Servicer shall furnish to the Issuer or to the Indenture Trustee, within thirty (30) Business Days, a list of all Receivables (by contract number and name of Obligor) then owned by the Issuer, together with a reconciliation of such list to each of the NoteholdersServicer’s Reports furnished before such request indicating removal of Receivables from the Issuer.

Protection of Title. (a) The Servicer shall maintain (or shall cause its Subservicer to maintain) in accordance with its Customary Servicing Practices accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Depository Accounts and the Collection Account in respect of such Receivable. (b) The Servicer shall maintain (or shall cause its Subservicer to maintain) its computer systems so that, from time to time after the conveyance of the Receivables to the [Grantor Trust Trust][Issuing Entity] and the grant of security interest to the Indenture Trustee, the master computer records (including any backup archives) that refer to a Receivable shall indicate clearly that such Receivable is owned by the [Grantor Trust Trust][Issuing Entity] and has been pledged to the Indenture Trustee on behalf of the Noteholders pursuant to the Indenture. [In the event the Backup Servicer has been appointed as Servicer, the Successor Servicer shall maintain the Receivables on its computer systems in a series of isolated and partitioned branches. Indication of the [Grantor Trust’s Trust’s][Issuing Entity’s] interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full, repurchased, purchased or sold.] (c) If at any time the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts (including any restored from backup archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the [Grantor Trust Trust][Issuing Entity] and has been pledged to the Indenture Trustee on behalf of the Noteholders. (d) Upon request, the Servicer shall furnish to the Issuing Entity[, the Grantor Trust] or to the Indenture Trustee, within [five (5)] Business Days, a list of all Receivables then owned by the [Grantor Trust][Issuing Entity], together with a reconciliation of such list to each of the Servicer’s Reports furnished before such request indicating removal of Receivables from the [Grantor Trust Collateral].

Protection of Title. ‌ (a) The Servicer shall maintain (or shall cause its Subservicer Sub-Servicer to maintain) in accordance with its Customary Servicing Practices accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Depository Accounts and the Collection Account in respect of such Receivable. (b) The Servicer shall maintain (or shall cause its Subservicer Sub-Servicer to maintain) its computer systems so that, from time to time after the conveyance under this Agreement of the Receivables to the Grantor Trust and the grant of security interest to the Indenture TrusteeReceivables, the master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Grantor Trust in such Receivable and that such Receivable is owned by the Grantor Trust and has been pledged to the Indenture Trustee on behalf of the Noteholders pursuant to the Indenture. In the event the Backup Servicer has been appointed as Servicer, the Successor Servicer shall maintain the Receivables on its computer systems in a series of isolated and partitioned branches. Indication of the Grantor Trust’s interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full, repurchased, repurchased by the Bank pursuant to Section 3.8(c) of the Sale Agreement or purchased or soldby the Servicer pursuant to 7.1. (c) If at any time the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts (including any restored from backup archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Grantor Trust and has been pledged to the Indenture Trustee on behalf of the Noteholders.

Protection of Title. (a) The Servicer shall maintain (or shall cause its Subservicer Sub-Servicer to maintain) in accordance with its Customary Servicing Practices accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Depository Accounts and the Collection Account in respect of such Receivable. (b) The Servicer shall maintain (or shall cause its Subservicer Sub-Servicer to maintain) its computer systems so that, from time to time after the conveyance under this Agreement of the Receivables to the Grantor Trust and the grant of security interest to the Indenture TrusteeReceivables, the master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Issuer in such Receivable and that such Receivable is owned by the Grantor Trust Issuer and has been pledged to the Indenture Trustee on behalf of the Noteholders pursuant to the Indenture. In the event the Backup Servicer has been appointed as Servicer, the Successor Servicer shall maintain the Receivables on its computer systems in a series of isolated and partitioned branches. Indication of the Grantor TrustIssuer’s interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full, repurchasedrepurchased by the Seller pursuant to Section 3.8 of the Sale Agreement, repurchased by the Bank pursuant to Section 3.3 of the Receivables Sale Agreement or purchased by the Servicer pursuant to either Section 3.6 or sold7.1 of this Agreement. (c) If at any time the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts (including any restored from backup archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Grantor Trust Issuer and has been pledged to the Indenture Trustee on behalf of the Noteholders. (d) The Servicer, upon receipt of reasonable prior notice, shall permit the Indenture Trustee, the Owner Trustee and their respective agents at any time during normal business hours, to the extent it does not unreasonably interfere with the Servicer’s normal operations, to inspect, audit and, to the extent permitted by applicable law, make copies of and abstracts from Servicer’s (or any Sub-Servicer’s) records regarding any Receivable. (e) Upon request, the Servicer shall furnish to the Issuer or to the Indenture Trustee, within thirty (30) Business Days, a list of all Receivables (by contract number and name of Obligor) then owned by the Issuer, together with a reconciliation of such list to each of the Servicer’s Reports furnished before such request indicating removal of Receivables from the Issuer.

Protection of Title. (a) The Servicer shall maintain (or shall cause its Subservicer Sub-Servicer to maintain) in accordance with its Customary Servicing Practices accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Depository Accounts and the Collection Account in respect of such Receivable. (b) The Servicer shall maintain (or shall cause its Subservicer Sub-Servicer to maintain) its computer systems so that, from time to time after the conveyance under this Agreement of the Receivables to the Grantor Trust and the grant of security interest to the Indenture TrusteeReceivables, the master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Issuer in such Receivable and that such Receivable is owned by the Grantor Trust Issuer and has been pledged to the Indenture Trustee on behalf of the Noteholders pursuant to the Indenture. In the event the Backup Servicer has been appointed as Servicer, the Successor Servicer shall maintain the Receivables on its computer systems in a series of isolated and partitioned branches. Indication of the Grantor TrustIssuer’s interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full, repurchasedrepurchased by the Seller pursuant to Section 3.8 of the Sale Agreement, repurchased by FTH LLC pursuant to Section 3.3 of the Purchase Agreement, purchased by the Servicer in accordance with Section 3.6 hereof or soldrepurchased by the Bank pursuant to Section 3.3 of the Receivables Sale Agreement. (c) If at any time the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts (including any restored from backup archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Grantor Trust Issuer and has been pledged to the Indenture Trustee. (d) The Servicer, upon receipt of reasonable prior notice, shall permit the Indenture Trustee, the Owner Trustee on behalf and their respective agents at any time during normal business hours, to the extent it does not unreasonably interfere with the Servicer’s normal operations, to inspect, audit and, to the extent permitted by applicable law, make copies of and abstracts from Servicer’s (or any Sub-Servicer’s) records regarding any Receivable. (e) Upon request, the Servicer shall furnish to the Issuer or to the Indenture Trustee, within thirty Business Days, a list of all Receivables (by contract number and name of Obligor) then owned by the Issuer, together with a reconciliation of such list to each of the NoteholdersServicer’s Certificates furnished before such request indicating removal of Receivables from the Issuer.

Protection of Title. (a) The Servicer shall maintain (or shall cause its Subservicer Sub-Servicer to maintain) in accordance with its Customary Servicing Practices accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Depository Accounts and the Collection Account in respect of such Receivable. (b) The Servicer shall maintain (or shall cause its Subservicer Sub-Servicer to maintain) its computer systems so that, from time to time after the conveyance under this Agreement of the Receivables to the Grantor Trust and the grant of security interest to the Indenture TrusteeReceivables, the master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Issuer in such Receivable and that such Receivable is owned by the Grantor Trust Issuer and has been pledged to the Indenture Trustee on behalf of the Noteholders pursuant to the Indenture. In the event the Backup Servicer has been appointed as Servicer, the Successor Servicer shall maintain the Receivables on its computer systems in a series of isolated and partitioned branches. Indication of the Grantor TrustIssuer’s interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full, repurchasedrepurchased by the Seller pursuant to Section 3.8 of the Sale Agreement, repurchased by FTH LLC pursuant to Section 3.3 of the Purchase Agreement, purchased by the Servicer in accordance with Section 3.6 hereof or soldrepurchased by the Bank pursuant to Section 3.3 of the Receivables Sale Agreement. (c) If at any time the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts (including any restored from backup archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Grantor Trust Issuer and has been pledged to the Indenture Trustee. (d) The Servicer, upon receipt of reasonable prior notice, shall permit the Indenture Trustee, the Owner Trustee on behalf and their respective agents at any time during normal business hours, to the extent it does not unreasonably interfere with the Servicer’s normal operations, to inspect, audit and, to the extent permitted by applicable law, make copies of and abstracts from Servicer’s (or any Sub-Servicer’s) records regarding any Receivable. (e) Upon request, the Servicer shall furnish to the Issuer or the Indenture Trustee, within thirty (30) Business Days, a list of all Receivables (by contract number and name of Obligor) then owned by the Issuer, together with a reconciliation of such list to each of the NoteholdersServicer’s Certificates furnished before such request indicating removal of Receivables from the Issuer.

Protection of Title. (a) The Servicer shall maintain (or shall cause its Subservicer Sub-Servicer to maintain) in accordance with its Customary Servicing Practices accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Depository Accounts and the Collection Account in respect of such Receivable. (b) The Servicer shall maintain (or shall cause its Subservicer Sub-Servicer to maintain) its computer systems so that, from time to time after the conveyance under this Agreement of the Receivables to the Grantor Trust and the grant of security interest to the Indenture TrusteeReceivables, the master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Issuer in such Receivable and that such Receivable is owned by the Grantor Trust Issuer and has been pledged to the Indenture Trustee on behalf of the Noteholders pursuant to the Indenture. In the event the Backup Servicer has been appointed as Servicer, the Successor Servicer shall maintain the Receivables on its computer systems in a series of isolated and partitioned branches. Indication of the Grantor TrustIssuer’s interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full, repurchasedrepurchased by the Seller pursuant to Section 3.8 of the Sale Agreement, repurchased by FTH LLC pursuant to Section 3.3 of the Purchase Agreement, purchased by the Servicer in accordance with Section 3.6 hereof or soldrepurchased by the Bank pursuant to Section 3.3 of the Receivables Sale Agreement. (c) If at any time the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts (including any restored from backup archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Grantor Trust Issuer and has been pledged to the Indenture Trustee. (d) The Servicer, upon receipt of reasonable prior notice, shall permit the Indenture Trustee, the Owner Trustee, the Delaware Trustee on behalf and their respective agents at any time during normal business hours, to the extent it does not unreasonably interfere with the Servicer’s normal operations, to inspect, audit and, to the extent permitted by applicable law, make copies of and abstracts from Servicer’s (or any Sub-Servicer’s) records regarding any Receivable. (e) Upon request, the Servicer shall furnish to the Issuer, the Delaware Trustee or the Indenture Trustee, within thirty (30) Business Days, a list of all Receivables (by contract number and name of Obligor) then owned by the Issuer, together with a reconciliation of such list to each of the NoteholdersServicer’s Certificates furnished before such request indicating removal of Receivables from the Issuer.

Protection of Title. (a) Each of the Transferor, as to itself, and the Servicer, as to itself, shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain, and protect the interest of the Indenture Trustee on behalf of the Noteholders, the Trust Collateral Agent [and the Note Insurer] in its interest in the Receivables and the other Trust Assets and in the proceeds thereof. Each of the Transferor, as to itself, and the Servicer, as to itself, shall deliver (or cause to be delivered) to the Trust Collateral Agent, the Owner Trustee [and the Note Insurer] file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Neither the Transferor nor the Servicer shall change its name, identity or corporate structure in any manner that would, could, or might make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of § 9-402(7) of the UCC, unless it shall have given the Trust Collateral Agent, the Owner Trustee, [the Note Insurer] and the other party at least thirty days' prior written notice thereof, shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements and shall have delivered an Opinion of Counsel (A) stating that, in the opinion of such counsel, all amendments to all previously filed financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent in the Receivables and the other Trust Assets, and reciting the details of such filings or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. (c) Each of the Transferor and the Servicer shall have an obligation to give the Trust Collateral Agent, the Owner Trustee, [the Note Insurer] and the other party at least thirty days' prior written notice of any relocation of its principal executive office or change in its state of incorporation if, as a result of such relocation or change, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement, shall promptly file any such amendment and shall deliver an Opinion of Counsel (A) stating that, in the opinion of such counsel, all amendments to all previously filed financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent in the Receivables, and reciting the details of such filings or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America. (d) The Servicer shall maintain (or shall cause its Subservicer to maintain) in accordance with its Customary Servicing Practices accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Depository Accounts and the Collection Account in respect of such Receivable. (be) The Servicer shall maintain (or shall cause its Subservicer to maintain) its computer systems so that, from time to time and after the time of conveyance under this Agreement of the Receivables to the Grantor Trust and the grant of security interest to the Indenture TrusteeIssuer, the Servicer's master computer records (including any backup back-up archives) that refer to a Receivable shall indicate clearly the interest of Long Beach Acceptance Auto Receivables Trust 20__-_ in such Receivable and that such Receivable is owned by the Grantor Trust and has been pledged to the Indenture Trustee on behalf of the Noteholders pursuant to the Indenture. In the event the Backup Servicer has been appointed as Servicer, the Successor Servicer shall maintain the Receivables on its computer systems in a series of isolated and partitioned branchesIssuer. Indication of the Grantor Trust’s interest in Issuer's ownership of a Receivable shall not be deleted from or modified on such the Servicer's computer systems untilwhen, and only untilwhen, the related such Receivable shall have been paid in full, full or repurchased, purchased or sold. (cf) If at any time the Transferor or the Servicer shall propose to sell, grant a security interest in in, or otherwise transfer any interest in motor vehicle automotive receivables to any prospective purchaser, lender lender, or other transferee, the Servicer shall give to such prospective purchaser, lender lender, or other transferee computer tapes, records records, or printouts (including any restored from backup back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold conveyed to and is owned by the Grantor Issuer. (g) The Servicer shall, upon reasonable notice, permit the Transferor, the Trust Collateral Agent, the Back-up Servicer, the Owner Trustee [and has been pledged the Note Insurer and its agents] at any time during normal business hours to inspect, audit, and make copies of and abstracts from the Servicer's records regarding any Receivable. (h) Upon request, the Servicer shall furnish to the Indenture Transferor, the Trust Collateral Agent, the Back-up Servicer, the Owner Trustee on behalf [or to the Note Insurer,] within five Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the NoteholdersIssuer, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer's Certificates furnished before such request indicating removal of Receivables from the Issuer. (i) The Servicer shall deliver to the Trust Collateral Agent, the Owner Trustee [and the Note Insurer]: (1) promptly after the execution and delivery of this Agreement and of each amendment hereto and after the execution and delivery of each amendment to any financing statement, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest; and (2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cutoff Date, an Opinion of Counsel, dated as of a date during such 90-day period either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (i) (1) or (i) (2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest. (j) For the purpose of facilitating the execution of this Agreement and for other purposes, this Agreement may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and all of which counterparts shall constitute but one and the same instrument.

Protection of Title. (a) The Servicer shall file such financing statements and cause to be filed such continuation statements, all in such a manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Issuer and the Indenture Trustee in the Receivables and the proceeds thereof. The Servicer shall deliver or cause to be delivered to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above as soon as available following such filing. (b) Neither the Depositor nor the Servicer shall change its name, identity or shall cause its Subservicer to maintain) corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph (a) above insufficient within the meaning of Section 9-503 of the UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least five days' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) The Servicer shall at all times maintain each office from which it shall service Receivables, and its Customary Servicing Practices principal executive office, within the United States of America. 40 (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of each such Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) to each such Receivable and the amounts from time to time deposited in the Depository Accounts and the Collection Account in respect of each such Receivable. (be) The Servicer shall maintain (or shall cause its Subservicer to maintain) its computer systems so that, from time to time and after the conveyance time of sale under this Agreement of the Receivables to the Grantor Trust and the grant of security interest to the Indenture TrusteeReceivables, the Servicer's master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Issuer in such Receivable and that such Receivable is owned by the Grantor Trust Issuer and has been pledged to the Indenture Trustee on behalf of the Noteholders pursuant to the Indenture. In the event the Backup Servicer has been appointed as Servicer, the Successor Servicer shall maintain the Receivables on its computer systems in a series of isolated and partitioned branchesTrustee. Indication of the Grantor Trust’s Issuer's interest in a Receivable shall not be deleted from or modified on such the Servicer's computer systems untilwhen, and only untilwhen, the related Receivable shall have been paid in full, full or repurchased, purchased or sold. (cf) If at any time the Depositor or the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts (including any restored from backup archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Grantor Trust Issuer and has been pledged to the Indenture Trustee. (g) The Servicer shall permit the Indenture Trustee on behalf and its agents upon reasonable notice and at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer's records regarding any Receivable. (h) Upon request, the Servicer shall furnish to the Owner Trustee or the Indenture Trustee, within fifteen Business Days, a list of all Receivables (by account number and name of Obligor) then held as part of the NoteholdersIssuer, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer's Certificates furnished prior to such request indicating removal of Receivables from the Issuer. (i) Upon request, the Servicer shall deliver to the Owner Trustee and the Indenture Trustee: (A) promptly after the execution and delivery of this Agreement and each amendment hereto, an Opinion of Counsel stating that, in the opinion of such counsel, either (i) all financing statements and continuation statements have been filed that are necessary to fully preserve and protect the interest of the Issuer and the Indenture Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (ii) no such action shall be necessary to preserve and protect such interest; and (B) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the 41 Cutoff Date, an Opinion of Counsel, dated as of a date during such 90-day period, stating that, in the opinion of such counsel, either (i) all financing statements and continuation statements have been filed that are necessary to fully preserve and protect the interest of the Issuer and the Indenture Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (ii) no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (i) or (ii) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest.

Protection of Title. (a) Each of the Transferor, as to itself, and the Servicer, as to itself, shall file such financing statements and cause to be filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain, and protect the interest of the Indenture Trustee on behalf of the Noteholders, the Trust Collateral Agent, the Demand Note Provider and the Note Insurer in its interest in the Receivables and the other Trust Assets and in the proceeds thereof. Each of the Transferor, as to itself, and the Servicer, as to itself, shall deliver (or cause to be delivered) to the Trust Collateral Agent, the Owner Trustee, the Demand Note Provider and the Note Insurer file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Neither the Transferor nor the Servicer shall change its name, identity or corporate structure in any manner that would, could, or might make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of ss. 9-507(c) of the UCC, unless it shall have given the Trust Collateral Agent, the Owner Trustee, the Note Insurer and the other party at least thirty days' prior written notice thereof, shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements and shall have delivered an Opinion of Counsel (A) stating that, in the opinion of such counsel, all amendments to all previously filed financing statements and continuation statements have been filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent in the Receivables and the other Trust Assets, and reciting the details of such filings or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. (c) Each of the Transferor and the Servicer shall have an obligation to give the Trust Collateral Agent, the Owner Trustee, the Note Insurer, the Demand Note Provider and the other party at least thirty days' prior written notice of any relocation of its principal executive office or change in its state of incorporation if, as a result of such relocation or change, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement, shall promptly file any such amendment and shall deliver an Opinion of Counsel (A) stating that, in the opinion of such counsel, all amendments to all previously filed financing statements and continuation statements have been filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent in the Receivables, and reciting the details of such filings or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America. (d) The Servicer shall maintain (or shall cause its Subservicer to maintain) in accordance with its Customary Servicing Practices accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Depository Accounts and the Collection Account in respect of such Receivable. (be) The Servicer shall maintain (or shall cause its Subservicer to maintain) its computer systems so that, from time to time and after the time of conveyance under this Agreement of the Receivables to the Grantor Trust and the grant of security interest to the Indenture TrusteeIssuer, the Servicer's master computer records (including any backup back-up archives) that refer to a Receivable shall indicate clearly the interest of Long Beach Acceptance Auto Receivables Trust 2004-B in such Receivable and that such Receivable is owned by the Grantor Trust and has been pledged to the Indenture Trustee on behalf of the Noteholders pursuant to the Indenture. In the event the Backup Servicer has been appointed as Servicer, the Successor Servicer shall maintain the Receivables on its computer systems in a series of isolated and partitioned branchesIssuer. Indication of the Grantor Trust’s interest in Issuer's ownership of a Receivable shall not be deleted from or modified on such the Servicer's computer systems untilwhen, and only untilwhen, the related such Receivable shall have been paid in full, full or repurchased, purchased or sold. (cf) If at any time the Transferor or the Servicer shall propose to sell, grant a security interest in in, or otherwise transfer any interest in motor vehicle automotive receivables to any prospective purchaser, lender lender, or other transferee, the Servicer shall give to such prospective purchaser, lender lender, or other transferee computer tapes, records records, or printouts (including any restored from backup back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold conveyed to and is owned by the Grantor Issuer. (g) The Servicer shall, upon reasonable notice, permit the Transferor, the Trust Collateral Agent, the Back-up Servicer, the Owner Trustee, the Demand Note Provider and has been pledged the Note Insurer and its agents at any time during normal business hours to inspect, audit, and make copies of and abstracts from the Servicer's records regarding any Receivable. (h) Upon request, the Servicer shall furnish to the Indenture Transferor, the Trust Collateral Agent, the Back-up Servicer, the Owner Trustee on behalf or to the Note Insurer, within five Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the NoteholdersIssuer, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer's Certificates furnished before such request indicating removal of Receivables from the Issuer. (i) The Servicer shall deliver to the Trust Collateral Agent, the Owner Trustee and the Note Insurer: (1) promptly after the execution and delivery of this Agreement and of each amendment hereto and after the execution and delivery of each amendment to any financing statement, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements have been filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest; and (2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Initial Cutoff Date, an Opinion of Counsel, dated as of a date during such 90-day period either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements have been filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (i) (1) or (i) (2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest. (j) For the purpose of facilitating the execution of this Agreement and for other purposes, this Agreement may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and all of which counterparts shall constitute but one and the same instrument.

Protection of Title. (a) Each of the Transferor, as to itself, and the Servicer, as to itself, shall file such financing statements and cause to be filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain, and protect the interest of the Indenture Trustee on behalf of the Noteholders, the Class C Certificateholder, the Trust Collateral Agent and the Note Insurer in its interest in the Receivables and the other Trust Assets and in the proceeds thereof. Each of the Transferor, as to itself, and the Servicer, as to itself, shall deliver (or cause to be delivered) to the Trust Collateral Agent, the Owner Trustee and the Note Insurer file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Neither the Transferor nor the Servicer shall change its name, identity or corporate structure in any manner that would, could, or might make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of ss. 9-507(c) of the UCC, unless it shall have given the Trust Collateral Agent, the Owner Trustee, the Note Insurer and the other party at least thirty days' prior written notice thereof, shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements and shall have delivered an Opinion of Counsel (A) stating that, in the opinion of such counsel, all amendments to all previously filed financing statements and continuation statements have been filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent in the Receivables and the other Trust Assets, and reciting the details of such filings or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. (c) Each of the Transferor and the Servicer shall have an obligation to give the Trust Collateral Agent, the Owner Trustee, the Note Insurer and the other party at least thirty days' prior written notice of any relocation of its principal executive office or change in its state of incorporation if, as a result of such relocation or change, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement, shall promptly file any such amendment and shall deliver an Opinion of Counsel (A) stating that, in the opinion of such counsel, all amendments to all previously filed financing statements and continuation statements have been filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent in the Receivables, and reciting the details of such filings or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America. (d) The Servicer shall maintain (or shall cause its Subservicer to maintain) in accordance with its Customary Servicing Practices accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Depository Accounts and the Collection Account in respect of such Receivable. (be) The Servicer shall maintain (or shall cause its Subservicer to maintain) its computer systems so that, from time to time and after the time of conveyance under this Agreement of the Receivables to the Grantor Trust and the grant of security interest to the Indenture TrusteeIssuer, the Servicer's master computer records (including any backup back-up archives) that refer to a Receivable shall indicate clearly the interest of Long Beach Acceptance Auto Receivables Trust 2004-A in such Receivable and that such Receivable is owned by the Grantor Trust and has been pledged to the Indenture Trustee on behalf of the Noteholders pursuant to the Indenture. In the event the Backup Servicer has been appointed as Servicer, the Successor Servicer shall maintain the Receivables on its computer systems in a series of isolated and partitioned branchesIssuer. Indication of the Grantor Trust’s interest in Issuer's ownership of a Receivable shall not be deleted from or modified on such the Servicer's computer systems untilwhen, and only untilwhen, the related such Receivable shall have been paid in full, full or repurchased, purchased or sold. (cf) If at any time the Transferor or the Servicer shall propose to sell, grant a security interest in in, or otherwise transfer any interest in motor vehicle automotive receivables to any prospective purchaser, lender lender, or other transferee, the Servicer shall give to such prospective purchaser, lender lender, or other transferee computer tapes, records records, or printouts (including any restored from backup back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold conveyed to and is owned by the Grantor Issuer. (g) The Servicer shall, upon reasonable notice, permit the Transferor, the Trust Collateral Agent, the Back-up Servicer, the Owner Trustee and has been pledged the Note Insurer and its agents at any time during normal business hours to inspect, audit, and make copies of and abstracts from the Servicer's records regarding any Receivable. (h) Upon request, the Servicer shall furnish to the Indenture Transferor, the Trust Collateral Agent, the Back-up Servicer, the Owner Trustee on behalf or to the Note Insurer, within five Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the NoteholdersIssuer, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer's Certificates furnished before such request indicating removal of Receivables from the Issuer. (i) The Servicer shall deliver to the Trust Collateral Agent, the Owner Trustee and the Note Insurer: (1) promptly after the execution and delivery of this Agreement and of each amendment hereto and after the execution and delivery of each amendment to any financing statement, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest; and (2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cutoff Date, an Opinion of Counsel, dated as of a date during such 90-day period either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (i) (1) or (i) (2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest. (j) For the purpose of facilitating the execution of this Agreement and for other purposes, this Agreement may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and all of which counterparts shall constitute but one and the same instrument.

Protection of Title. (a) Each of the Transferor, as to itself, and the Servicer, as to itself, shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain, and protect the interest of the Indenture Trustee on behalf of the Noteholders, the Trust Collateral Agent and the Note Insurer in its interest in the Receivables and the other Trust Assets and in the proceeds thereof. Each of the Transferor, as to itself, and the Servicer, as to itself, shall deliver (or cause to be delivered) to the Trust Collateral Agent, the Owner Trustee and the Note Insurer file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Neither the Transferor nor the Servicer shall change its name, identity or corporate structure in any manner that would, could, or might make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of ss. 9-402(7) of the UCC, unless it shall havE given the Trust Collateral Agent, the Owner Trustee, the Note Insurer and the other party at least thirty days' prior written notice thereof, shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements and shall have delivered an Opinion of Counsel (A) stating that, in the opinion of such counsel, all amendments to all previously filed financing statements 73 and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent in the Receivables and the other Trust Assets, and reciting the details of such filings or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. (c) Each of the Transferor and the Servicer shall have an obligation to give the Trust Collateral Agent, the Owner Trustee, the Note Insurer and the other party at least thirty days' prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement, shall promptly file any such amendment and shall deliver an Opinion of Counsel (A) stating that, in the opinion of such counsel, all amendments to all previously filed financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent in the Receivables, and reciting the details of such filings or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America. (d) The Servicer shall maintain (or shall cause its Subservicer to maintain) in accordance with its Customary Servicing Practices accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Depository Accounts and the Collection Account in respect of such Receivable. (be) The Servicer shall maintain (or shall cause its Subservicer to maintain) its computer systems so that, from time to time and after the time of conveyance under this Agreement of the Receivables to the Grantor Trust and the grant of security interest to the Indenture TrusteeIssuer, the Servicer's master computer records (including any backup back-up archives) that refer to a Receivable shall indicate clearly the interest of Long Beach Acceptance Auto Receivables Trust 2000-1 in such Receivable and that such Receivable is owned by the Grantor Trust and has been pledged to the Indenture Trustee on behalf of the Noteholders pursuant to the Indenture. In the event the Backup Servicer has been appointed as Servicer, the Successor Servicer shall maintain the Receivables on its computer systems in a series of isolated and partitioned branchesIssuer. Indication of the Grantor Trust’s interest in Issuer's ownership of a Receivable shall not be deleted from or modified on such the Servicer's computer systems untilwhen, and only untilwhen, the related such Receivable shall have been paid in full, full or repurchased, purchased or sold. (cf) If at any time the Transferor or the Servicer shall propose to sell, grant a security interest in in, or otherwise transfer any interest in motor vehicle automotive receivables to any prospective purchaser, lender lender, or other transferee, the Servicer shall give to such prospective purchaser, lender lender, or other transferee computer tapes, records records, or printouts (including any restored from backup back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold conveyed to and is owned by the Grantor Issuer. (g) The Servicer shall, upon reasonable notice, permit the Transferor, the Trust Collateral Agent, the Back-up Servicer, the Owner Trustee and has been pledged the Note Insurer and its agents at any time during normal business hours to inspect, audit, and make copies of and abstracts from the Servicer's records regarding any Receivable. (h) Upon request, the Servicer shall furnish to the Indenture Transferor, the Trust Collateral Agent, the Back-up Servicer, the Owner Trustee on behalf or to the Note Insurer, within five Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the NoteholdersIssuer, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer's Certificates furnished before such request indicating removal of Receivables from the Issuer. (i) The Servicer shall deliver to the Trust Collateral Agent, the Owner Trustee and the Note Insurer: (1) promptly after the execution and delivery of this Agreement and of each amendment hereto and after the execution and delivery of each amendment to any financing statement, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest; and (2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cutoff Date, an Opinion of Counsel, dated as of a date during such 90-day period either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (i) (1) or (i) (2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest. (j) For the purpose of facilitating the execution of this Agreement and for other purposes, this Agreement may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and all of which counterparts shall constitute but one and the same instrument.

Protection of Title. (a) Each of the Transferor, as to itself, and the Servicer, as to itself, shall file such financing statements and cause to be filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain, and protect the interest of the Indenture Trustee on behalf of the Noteholders, the Class C Certificateholders, the Trust Collateral Agent and the Note Insurer in its interest in the Receivables and the other Trust Assets and in the proceeds thereof. Each of the Transferor, as to itself, and the Servicer, as to itself, shall deliver (or cause to be delivered) to the Trust Collateral Agent, the Owner Trustee and the Note Insurer file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Neither the Transferor nor the Servicer shall change its name, identity or corporate structure in any manner that would, could, or might make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-507(c) of the UCC, unless it shall have given the Trust Collateral Agent, the Owner Trustee, the Note Insurer and the other party at least thirty days' prior written notice thereof, shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements and shall have delivered an Opinion of Counsel (A) stating that, in the opinion of such counsel, all amendments to all previously filed financing statements and continuation statements have been filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent in the Receivables and the other Trust Assets, and reciting the details of such filings or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. (c) Each of the Transferor and the Servicer shall have an obligation to give the Trust Collateral Agent, the Owner Trustee, the Note Insurer and the other party at least thirty days' prior written notice of any relocation of its principal executive office or change in its state of incorporation if, as a result of such relocation or change, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement, shall promptly file any such amendment and shall deliver an Opinion of Counsel (A) stating that, in the opinion of such counsel, all amendments to all previously filed financing statements and continuation statements have been filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent in the Receivables, and reciting the details of such filings or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America. (d) The Servicer shall maintain (or shall cause its Subservicer to maintain) in accordance with its Customary Servicing Practices accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Depository Accounts and the Collection Account in respect of such Receivable. (be) The Servicer shall maintain (or shall cause its Subservicer to maintain) its computer systems so that, from time to time and after the time of conveyance under this Agreement of the Receivables to the Grantor Trust and the grant of security interest to the Indenture TrusteeIssuer, the Servicer's master computer records (including any backup back-up archives) that refer to a Receivable shall indicate clearly the interest of Long Beach Acceptance Auto Receivables Trust 2005-B in such Receivable and that such Receivable is owned by the Grantor Trust and has been pledged to the Indenture Trustee on behalf of the Noteholders pursuant to the Indenture. In the event the Backup Servicer has been appointed as Servicer, the Successor Servicer shall maintain the Receivables on its computer systems in a series of isolated and partitioned branchesIssuer. Indication of the Grantor Trust’s interest in Issuer's ownership of a Receivable shall not be deleted from or modified on such the Servicer's computer systems untilwhen, and only untilwhen, the related such Receivable shall have been paid in full, full or repurchased, purchased or sold. (cf) If at any time the Transferor or the Servicer shall propose to sell, grant a security interest in in, or otherwise transfer any interest in motor vehicle automotive receivables to any prospective purchaser, lender lender, or other transferee, the Servicer shall give to such prospective purchaser, lender lender, or other transferee computer tapes, records records, or printouts (including any restored from backup back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold conveyed to and is owned by the Grantor Issuer. (g) The Servicer shall, upon reasonable notice, permit the Transferor, the Trust Collateral Agent, the Back-up Servicer, the Owner Trustee and has been pledged the Note Insurer and its agents at any time during normal business hours to inspect, audit, and make copies of and abstracts from the Servicer's records regarding any Receivable. (h) Upon request, the Servicer shall furnish to the Indenture Transferor, the Trust Collateral Agent, the Back-up Servicer, the Owner Trustee on behalf or to the Note Insurer, within five Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the NoteholdersIssuer, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer's Certificates furnished before such request indicating removal of Receivables from the Issuer. (i) The Servicer shall deliver to the Trust Collateral Agent, the Owner Trustee and the Note Insurer: (1) promptly after the execution and delivery of this Agreement and of each amendment hereto and after the execution and delivery of each amendment to any financing statement, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements have been filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest; and (2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Initial Cutoff Date, an Opinion of Counsel, dated as of a date during such 90-day period either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements have been filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (i) (1) or (i) (2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest. (j) For the purpose of facilitating the execution of this Agreement and for other purposes, this Agreement may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and all of which counterparts shall constitute but one and the same instrument.

Protection of Title. (a) Each of the Transferor, as to itself, and the Servicer, as to itself, shall file such financing statements and cause to be filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain, and protect the interest of the Indenture Trustee on behalf of the Noteholders, the Class C Certificateholder, the Trust Collateral Agent and the Note Insurer in its interest in the Receivables and the other Trust Assets and in the proceeds thereof. Each of the Transferor, as to itself, and the Servicer, as to itself, shall deliver (or cause to be delivered) to the Trust Collateral Agent, the Owner Trustee and the Note Insurer file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Neither the Transferor nor the Servicer shall change its name, identity or corporate structure in any manner that would, could, or might make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of § 9-507(c) of the UCC, unless it shall have given the Trust Collateral Agent, the Owner Trustee, the Note Insurer and the other party at least thirty days' prior written notice thereof, shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements and shall have delivered an Opinion of Counsel (A) stating that, in the opinion of such counsel, all amendments to all previously filed financing statements and continuation statements have been filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent in the Receivables and the other Trust Assets, and reciting the details of such filings or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. (c) Each of the Transferor and the Servicer shall have an obligation to give the Trust Collateral Agent, the Owner Trustee, the Note Insurer and the other party at least thirty days' prior written notice of any relocation of its principal executive office or change in its state of incorporation if, as a result of such relocation or change, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement, shall promptly file any such amendment and shall deliver an Opinion of Counsel (A) stating that, in the opinion of such counsel, all amendments to all previously filed financing statements and continuation statements have been filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent in the Receivables, and reciting the details of such filings or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America. (d) The Servicer shall maintain (or shall cause its Subservicer to maintain) in accordance with its Customary Servicing Practices accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Depository Accounts and the Collection Account in respect of such Receivable. (be) The Servicer shall maintain (or shall cause its Subservicer to maintain) its computer systems so that, from time to time and after the time of conveyance under this Agreement of the Receivables to the Grantor Trust and the grant of security interest to the Indenture TrusteeIssuer, the Servicer's master computer records (including any backup back-up archives) that refer to a Receivable shall indicate clearly the interest of Long Beach Acceptance Auto Receivables Trust 2007-A in such Receivable and that such Receivable is owned by the Grantor Trust and has been pledged to the Indenture Trustee on behalf of the Noteholders pursuant to the Indenture. In the event the Backup Servicer has been appointed as Servicer, the Successor Servicer shall maintain the Receivables on its computer systems in a series of isolated and partitioned branchesIssuer. Indication of the Grantor Trust’s interest in Issuer's ownership of a Receivable shall not be deleted from or modified on such the Servicer's computer systems untilwhen, and only untilwhen, the related such Receivable shall have been paid in full, full or repurchased, purchased or sold. (cf) If at any time the Transferor or the Servicer shall propose to sell, grant a security interest in in, or otherwise transfer any interest in motor vehicle automotive receivables to any prospective purchaser, lender lender, or other transferee, the Servicer shall give to such prospective purchaser, lender lender, or other transferee computer tapes, records records, or printouts (including any restored from backup back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold conveyed to and is owned by the Grantor Issuer. (g) The Servicer shall, upon reasonable notice, permit the Transferor, the Trust Collateral Agent, the Back-up Servicer, the Owner Trustee and has been pledged the Note Insurer and its agents at any time during normal business hours to inspect, audit, and make copies of and abstracts from the Servicer's records regarding any Receivable. (h) Upon request, the Servicer shall furnish to the Indenture Transferor, the Trust Collateral Agent, the Back-up Servicer, the Owner Trustee on behalf or to the Note Insurer, within five Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the NoteholdersIssuer, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer's Certificates furnished before such request indicating removal of Receivables from the Issuer. (i) The Servicer shall deliver to the Trust Collateral Agent, the Owner Trustee and the Note Insurer: (1) promptly after the execution and delivery of this Agreement and of each amendment hereto and after the execution and delivery of each amendment to any financing statement, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements have been filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest; and (2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Initial Cutoff Date, an Opinion of Counsel, dated as of a date during such 90-day period either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements have been filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (i) (1) or (i) (2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest. (j) For the purpose of facilitating the execution of this Agreement and for other purposes, this Agreement may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and all of which counterparts shall constitute but one and the same instrument.

Protection of Title. (a) The Servicer shall maintain (or shall cause its Subservicer Sub-Servicer to maintain) in accordance with its Customary Servicing Practices accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Depository Accounts and the Collection Account in respect of such Receivable. (b) The Servicer shall maintain (or shall cause its Subservicer Sub-Servicer to maintain) its computer systems so that, from time to time after the conveyance under this Agreement of the Receivables to the Grantor Trust and the grant of security interest to the Indenture TrusteeReceivables, the master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Issuer in such Receivable and that such Receivable is owned by the Grantor Trust Issuer and has been pledged to the Indenture Trustee on behalf of the Noteholders pursuant to the Indenture. In the event the Backup Servicer has been appointed as Servicer, the Successor Servicer shall maintain the Receivables on its computer systems in a series of isolated and partitioned branches. Indication of the Grantor TrustIssuer’s interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full, repurchased, repurchased by the Bank pursuant to Section 3.3 of the Receivables Sale Agreement or purchased by the Servicer pursuant to either Section 3.6 or sold7.1 of this Agreement. (c) If at any time the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts (including any restored from backup archives) 20 Form of Servicing Agreement that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Grantor Trust Issuer and has been pledged to the Indenture Trustee on behalf of the Noteholders. (d) The Servicer, upon receipt of reasonable prior notice, shall permit the Indenture Trustee, the Owner Trustee and their respective agents at any time during normal business hours, to the extent it does not unreasonably interfere with the Servicer’s normal operations, to inspect, audit and, to the extent permitted by applicable law, make copies of and abstracts from Servicer’s (or any Sub-Servicer’s) records regarding any Receivable. (e) Upon request, the Servicer shall furnish to the Issuer or to the Indenture Trustee, within thirty (30) Business Days, a list of all Receivables then owned by the Issuer, together with a reconciliation of such list to each of the Servicer’s Reports furnished before such request indicating removal of Receivables from the Issuer.

Protection of Title. (a) The Servicer shall maintain (or shall cause its Subservicer Sub-Servicer to maintain) in accordance with its Customary Servicing Practices accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Depository Accounts and the Collection Account in respect of such Receivable. (b) The Servicer shall maintain (or shall cause its Subservicer Sub-Servicer to maintain) its computer systems so that, from time to time after the conveyance under this Agreement of the Receivables to the Grantor Trust and the grant of security interest to the Indenture TrusteeReceivables, the master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Issuer in such Receivable and that such Receivable is owned by the Grantor Trust Issuer and has been pledged to the Indenture Trustee on behalf of the Noteholders pursuant to the Indenture. In the event the Backup Servicer has been appointed as Servicer, the Successor Servicer shall maintain the Receivables on its computer systems in a series of isolated and partitioned branches. Indication of the Grantor TrustIssuer’s interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full, repurchasedrepurchased by the Seller pursuant to Section 3.8 of the Sale Agreement, repurchased by the Bank pursuant to Section 3.3 of the Receivables Sale Agreement or purchased by the Servicer pursuant to either Section 3.6 or sold7.1 of this Agreement. (c) If at any time the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts (including any restored from backup archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Grantor Trust Issuer and has been pledged to the Indenture Trustee on behalf of the Noteholders. (d) The Servicer, upon receipt of reasonable prior notice, shall permit the Indenture Trustee, the Owner Trustee and their respective agents at any time during normal business hours, to the extent it does not unreasonably interfere with the Servicer’s normal operations, to inspect, audit and, to the extent permitted by applicable law, make copies of and abstracts from Servicer’s (or any Sub-Servicer’s) records regarding any Receivable. 20 Form of Servicing Agreement (e) Upon request, the Servicer shall furnish to the Issuer or to the Indenture Trustee, within thirty (30) Business Days, a list of all Receivables then owned by the Issuer, together with a reconciliation of such list to each of the Servicer’s Reports furnished before such request indicating removal of Receivables from the Issuer.

Protection of Title. (a) Each of the Transferor, as to itself, and the Servicer, as to itself, shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain, and protect the interest of the Indenture Trustee on behalf of the Noteholders, Indenture Trustee [and the Note Insurer] in its interest in the Receivables and the other Trust Assets and in the proceeds thereof. Each of the Transferor, as to itself, and the Servicer, as to itself, shall deliver (or cause to be delivered) to the Indenture Trustee, the Owner Trustee [and the Note Insurer] file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Neither the Transferor nor the Servicer shall change its name, identity or corporate structure in any manner that would, could, or might make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-402(7) of the UCC, unless it shall have given the Indenture Trustee, the Owner Trustee, [the Note Insurer] and the other party at least thirty days' prior written notice thereof, shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements and shall have delivered an Opinion of Counsel (A) stating that, in the opinion of such counsel, all amendments to all previously filed financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Indenture Trustee in the Receivables and the other Trust Assets, and reciting the details of such filings or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. (c) Each of the Transferor and the Servicer shall have an obligation to give the Indenture Trustee, the Owner Trustee, [the Note Insurer] and the other party at least thirty days' prior written notice of any relocation of its principal executive office or change in its state of incorporation if, as a result of such relocation or change, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement, shall promptly file any such amendment and shall deliver an Opinion of Counsel (A) stating that, in the opinion of such counsel, all amendments to all previously filed financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Indenture Trustee in the Receivables, and reciting the details of such filings or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America. (d) The Servicer shall maintain (or shall cause its Subservicer to maintain) in accordance with its Customary Servicing Practices accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Depository Accounts and the Collection Account in respect of such Receivable. (be) The Servicer shall maintain (or shall cause its Subservicer to maintain) its computer systems so that, from time to time and after the time of conveyance under this Agreement of the Receivables to the Grantor Trust and the grant of security interest to the Indenture TrusteeIssuer, the Servicer's master computer records (including any backup back-up archives) that refer to a Receivable shall indicate clearly the interest of Triad Auto Receivables Trust 2001-_ in such Receivable and that such Receivable is owned by the Grantor Trust and has been pledged to the Indenture Trustee on behalf of the Noteholders pursuant to the Indenture. In the event the Backup Servicer has been appointed as Servicer, the Successor Servicer shall maintain the Receivables on its computer systems in a series of isolated and partitioned branchesIssuer. Indication of the Grantor Trust’s interest in Issuer's ownership of a Receivable shall not be deleted from or modified on such the Servicer's computer systems untilwhen, and only untilwhen, the related such Receivable shall have been paid in full, full or repurchased, purchased or sold. (cf) If at any time the Transferor or the Servicer shall propose to sell, grant a security interest in in, or otherwise transfer any interest in motor vehicle automotive receivables to any prospective purchaser, lender lender, or other transferee, the Servicer shall give to such prospective purchaser, lender lender, or other transferee computer tapes, records records, or printouts (including any restored from backup back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold conveyed to and is owned by the Grantor Trust Issuer. (g) The Servicer shall, upon reasonable notice, permit the Transferor, the Indenture Trust, the Back-up Servicer, the Owner Trustee [and has been pledged the Note Insurer and its agents] at any time during normal business hours to inspect, audit, and make copies of and abstracts from the Servicer's records regarding any Receivable. (h) Upon request, the Servicer shall furnish to the Transferor, the Indenture Trust, the Back-up Servicer, the Owner Trustee [or to the Note Insurer,] within five Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Issuer, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer's Certificates furnished before such request indicating removal of Receivables from the Issuer. (i) The Servicer shall deliver to the Indenture Trust, the Owner Trustee on behalf [and the Note Insurer]: (1) promptly after the execution and delivery of this Agreement and of each amendment hereto and after the execution and delivery of each amendment to any financing statement, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the NoteholdersIndenture Trust in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest; and (2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cutoff Date, an Opinion of Counsel, dated as of a date during such 90-day period either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Indenture Trust in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (i) (1) or (i) (2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest. (j) For the purpose of facilitating the execution of this Agreement and for other purposes, this Agreement may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and all of which counterparts shall constitute but one and the same instrument.

Protection of Title. (a) The Servicer shall maintain (or shall cause its Subservicer Sub-Servicer to maintain) in accordance with its Customary Servicing Practices accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Depository Accounts and the Collection Account in respect of such Receivable. (b) The Servicer shall maintain (or shall cause its Subservicer Sub-Servicer to maintain) its computer systems so that, from time to time after the conveyance under this Agreement of the Receivables to the Grantor Trust and the grant of security interest to the Indenture TrusteeReceivables, the master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Issuer in such Receivable and that such Receivable is owned by the Grantor Trust Issuer and has been pledged to the Indenture Trustee on behalf of the Noteholders pursuant to the Indenture. In the event the Backup Servicer has been appointed as Servicer, the Successor Servicer shall maintain the Receivables on its computer systems in a series of isolated and partitioned branches. Indication of the Grantor TrustIssuer’s interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full, repurchasedrepurchased by the Seller pursuant to Section 2.3 of the Sale Agreement, repurchased by FTH LLC pursuant to Section 3.3 of the Purchase Agreement, purchased by the Servicer in accordance with Section 3.6 hereof or soldrepurchased by the Ohio Bank pursuant to Section 3.3 of the Receivables Sale Agreement. (c) If at any time the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts (including any restored from backup archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Grantor Trust Issuer and has been pledged to the Indenture Trustee. (d) The Servicer, upon receipt of reasonable prior notice, shall permit the Indenture Trustee, the Owner Trustee on behalf and their respective agents at any time during normal business hours, to the extent it does not unreasonably interfere with the Servicer’s normal operations, to inspect, audit and, to the extent permitted by applicable law, make copies of and abstracts from Servicer’s (or any Sub-Servicer’s) records regarding any Receivable. (e) Upon request, the Servicer shall furnish to the Issuer or to the Indenture Trustee, within thirty Business Days, a list of all Receivables (by contract number and name of Obligor) then owned by the Issuer, together with a reconciliation of such list to each of the NoteholdersServicer’s Certificates furnished before such request indicating removal of Receivables from the Issuer.

Protection of Title. (a) Each of the Transferor, as to itself, and the Servicer, as to itself, shall file such financing statements and cause to be filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain, and protect the interest of the Indenture Trustee on behalf of the Noteholders, the Trust Collateral Agent, the Demand Note Provider and the Note Insurer in its interest in the Receivables and the other Trust Assets and in the proceeds thereof. Each of the Transferor, as to itself, and the Servicer, as to itself, shall deliver (or cause to be delivered) to the Trust Collateral Agent, the Owner Trustee, the Demand Note Provider and the Note Insurer file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Neither the Transferor nor the Servicer shall change its name, identity or corporate structure in any manner that would, could, or might make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of ss. 9-507(c) of the UCC, unless it shall have given the Trust Collateral Agent, the Owner Trustee, the Note Insurer and the other party at least thirty days' prior written notice thereof, shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements and shall have delivered an Opinion of Counsel (A) stating that, in the opinion of such counsel, all amendments to all previously filed financing statements and continuation statements have been filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent in the Receivables and the other Trust Assets, and reciting the details of such filings or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. (c) Each of the Transferor and the Servicer shall have an obligation to give the Trust Collateral Agent, the Owner Trustee, the Note Insurer, the Demand Note Provider and the other party at least thirty days' prior written notice of any change in its state of incorporation if, as a result of such relocation or change, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement, shall promptly file any such amendment and shall deliver an Opinion of Counsel (A) stating that, in the opinion of such counsel, all amendments to all previously filed financing statements and continuation statements have been filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent in the Receivables, and reciting the details of such filings or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America. (d) The Servicer shall maintain (or shall cause its Subservicer to maintain) in accordance with its Customary Servicing Practices accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Depository Accounts and the Collection Account in respect of such Receivable. (be) The Servicer shall maintain (or shall cause its Subservicer to maintain) its computer systems so that, from time to time and after the time of conveyance under this Agreement of the Receivables to the Grantor Trust and the grant of security interest to the Indenture TrusteeIssuer, the Servicer's master computer records (including any backup back-up archives) that refer to a Receivable shall indicate clearly the interest of Long Beach Acceptance Auto Receivables Trust 2006-B in such Receivable and that such Receivable is owned by the Grantor Trust and has been pledged to the Indenture Trustee on behalf of the Noteholders pursuant to the Indenture. In the event the Backup Servicer has been appointed as Servicer, the Successor Servicer shall maintain the Receivables on its computer systems in a series of isolated and partitioned branchesIssuer. Indication of the Grantor Trust’s interest in Issuer's ownership of a Receivable shall not be deleted from or modified on such the Servicer's computer systems untilwhen, and only untilwhen, the related such Receivable shall have been paid in full, full or repurchased, purchased or sold. (cf) If at any time the Transferor or the Servicer shall propose to sell, grant a security interest in in, or otherwise transfer any interest in motor vehicle automotive receivables to any prospective purchaser, lender lender, or other transferee, the Servicer shall give to such prospective purchaser, lender lender, or other transferee computer tapes, records records, or printouts (including any restored from backup back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold conveyed to and is owned by the Grantor Issuer. (g) The Servicer shall, upon reasonable notice, permit the Transferor, the Trust Collateral Agent, the Back-up Servicer, the Owner Trustee, the Demand Note Provider and has been pledged the Note Insurer and its agents at any time during normal business hours to inspect, audit, and make copies of and abstracts from the Servicer's records regarding any Receivable. (h) Upon request, the Servicer shall furnish to the Indenture Transferor, the Trust Collateral Agent, the Back-up Servicer, the Owner Trustee on behalf or to the Note Insurer, within five Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the NoteholdersIssuer, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer's Certificates furnished before such request indicating removal of Receivables from the Issuer. (i) The Servicer shall deliver to the Trust Collateral Agent, the Owner Trustee and the Note Insurer: (1) promptly after the execution and delivery of this Agreement and of each amendment hereto and after the execution and delivery of each amendment to any financing statement, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements have been filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest; and (2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Initial Cutoff Date, an Opinion of Counsel, dated as of a date during such 90-day period either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements have been filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (i) (1) or (i) (2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest. (j) For the purpose of facilitating the execution of this Agreement and for other purposes, this Agreement may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and all of which counterparts shall constitute but one and the same instrument.

Protection of Title. (a) Each of the Transferor, as to itself, and the Servicer, as to itself, shall file such financing statements and cause to be filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain, and protect the interest of the Indenture Trustee on behalf of the Noteholders, the Trust Collateral Agent, the Demand Note Provider and the Note Insurer in its interest in the Receivables and the other Trust Assets and in the proceeds thereof. Each of the Transferor, as to itself, and the Servicer, as to itself, shall deliver (or cause to be delivered) to the Trust Collateral Agent, the Owner Trustee, the Demand Note Provider and the Note Insurer file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Neither the Transferor nor the Servicer shall change its name, identity or corporate structure in any manner that would, could, or might make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-507(c) of the UCC, unless it shall have given the Trust Collateral Agent, the Owner Trustee, the Note Insurer and the other party at least thirty days' prior written notice thereof, shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements and shall have delivered an Opinion of Counsel (A) stating that, in the opinion of such counsel, all amendments to all previously filed financing statements and continuation statements have been filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent in the Receivables and the other Trust Assets, and reciting the details of such filings or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. (c) Each of the Transferor and the Servicer shall have an obligation to give the Trust Collateral Agent, the Owner Trustee, the Note Insurer, the Demand Note Provider and the other party at least thirty days' prior written notice of any relocation of its principal executive office or change in its state of incorporation if, as a result of such relocation or change, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement, shall promptly file any such amendment and shall deliver an Opinion of Counsel (A) stating that, in the opinion of such counsel, all amendments to all previously filed financing statements and continuation statements have been filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent in the Receivables, and reciting the details of such filings or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America. (d) The Servicer shall maintain (or shall cause its Subservicer to maintain) in accordance with its Customary Servicing Practices accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Depository Accounts and the Collection Account in respect of such Receivable. (be) The Servicer shall maintain (or shall cause its Subservicer to maintain) its computer systems so that, from time to time and after the time of conveyance under this Agreement of the Receivables to the Grantor Trust and the grant of security interest to the Indenture TrusteeIssuer, the Servicer's master computer records (including any backup back-up archives) that refer to a Receivable shall indicate clearly the interest of Long Beach Acceptance Auto Receivables Trust 2005-A in such Receivable and that such Receivable is owned by the Grantor Trust and has been pledged to the Indenture Trustee on behalf of the Noteholders pursuant to the Indenture. In the event the Backup Servicer has been appointed as Servicer, the Successor Servicer shall maintain the Receivables on its computer systems in a series of isolated and partitioned branchesIssuer. Indication of the Grantor Trust’s interest in Issuer's ownership of a Receivable shall not be deleted from or modified on such the Servicer's computer systems untilwhen, and only untilwhen, the related such Receivable shall have been paid in full, full or repurchased, purchased or sold. (cf) If at any time the Transferor or the Servicer shall propose to sell, grant a security interest in in, or otherwise transfer any interest in motor vehicle automotive receivables to any prospective purchaser, lender lender, or other transferee, the Servicer shall give to such prospective purchaser, lender lender, or other transferee computer tapes, records records, or printouts (including any restored from backup back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold conveyed to and is owned by the Grantor Issuer. (g) The Servicer shall, upon reasonable notice, permit the Transferor, the Trust Collateral Agent, the Back-up Servicer, the Owner Trustee, the Demand Note Provider and has been pledged the Note Insurer and its agents at any time during normal business hours to inspect, audit, and make copies of and abstracts from the Servicer's records regarding any Receivable. (h) Upon request, the Servicer shall furnish to the Indenture Transferor, the Trust Collateral Agent, the Back-up Servicer, the Owner Trustee on behalf or to the Note Insurer, within five Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the NoteholdersIssuer, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer's Certificates furnished before such request indicating removal of Receivables from the Issuer. (i) The Servicer shall deliver to the Trust Collateral Agent, the Owner Trustee and the Note Insurer: (1) promptly after the execution and delivery of this Agreement and of each amendment hereto and after the execution and delivery of each amendment to any financing statement, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements have been filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest; and (2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Initial Cutoff Date, an Opinion of Counsel, dated as of a date during such 90-day period either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements have been filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (i) (1) or (i) (2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest. (j) For the purpose of facilitating the execution of this Agreement and for other purposes, this Agreement may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and all of which counterparts shall constitute but one and the same instrument.

Protection of Title. (a) Each of the Transferor, as to itself, and the Servicer, as to itself, shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain, and protect the interest of the Indenture Trustee on behalf of the Noteholders, the Trust Collateral Agent and the Note Insurer in its interest in the Receivables and the other Trust Assets and in the proceeds thereof. Each of the Transferor, as to itself, and the Servicer, as to itself, shall deliver (or cause to be delivered) to the Trust Collateral Agent, the Owner Trustee and the Note Insurer file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Neither the Transferor nor the Servicer shall change its name, identity or corporate structure in any manner that would, could, or might make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-402(7) of the UCC, unless it shall have given the Trust Collateral Agent, the Owner Trustee, the Note Insurer and the other party at least thirty days' prior written notice thereof, shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements and shall have delivered an Opinion of Counsel (A) stating that, in the opinion of such counsel, all amendments to all previously filed financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent in the Receivables and the other Trust Assets, and reciting the details of such filings or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. (c) Each of the Transferor and the Servicer shall have an obligation to give the Trust Collateral Agent, the Owner Trustee, the Note Insurer and the other party at least thirty days' prior written notice of any relocation of its principal executive office or change in its state of incorporation if, as a result of such relocation or change, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement, shall promptly file any such amendment and shall deliver an Opinion of Counsel (A) stating that, in the opinion of such counsel, all amendments to all previously filed financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent in the Receivables, and reciting the details of such filings or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America. (d) The Servicer shall maintain (or shall cause its Subservicer to maintain) in accordance with its Customary Servicing Practices accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Depository Accounts and the Collection Account in respect of such Receivable. (be) The Servicer shall maintain (or shall cause its Subservicer to maintain) its computer systems so that, from time to time and after the time of conveyance under this Agreement of the Receivables to the Grantor Trust and the grant of security interest to the Indenture TrusteeIssuer, the Servicer's master computer records (including any backup back-up archives) that refer to a Receivable shall indicate clearly the interest of Long Beach Acceptance Auto Receivables Trust 2000-2 in such Receivable and that such Receivable is owned by the Grantor Trust and has been pledged to the Indenture Trustee on behalf of the Noteholders pursuant to the Indenture. In the event the Backup Servicer has been appointed as Servicer, the Successor Servicer shall maintain the Receivables on its computer systems in a series of isolated and partitioned branchesIssuer. Indication of the Grantor Trust’s interest in Issuer's ownership of a Receivable shall not be deleted from or modified on such the Servicer's computer systems untilwhen, and only untilwhen, the related such Receivable shall have been paid in full, full or repurchased, purchased or sold. (cf) If at any time the Transferor or the Servicer shall propose to sell, grant a security interest in in, or otherwise transfer any interest in motor vehicle automotive receivables to any prospective purchaser, lender lender, or other transferee, the Servicer shall give to such prospective purchaser, lender lender, or other transferee computer tapes, records records, or printouts (including any restored from backup back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold conveyed to and is owned by the Grantor Issuer. (g) The Servicer shall, upon reasonable notice, permit the Transferor, the Trust Collateral Agent, the Back-up Servicer, the Owner Trustee and has been pledged the Note Insurer and its agents at any time during normal business hours to inspect, audit, and make copies of and abstracts from the Servicer's records regarding any Receivable. (h) Upon request, the Servicer shall furnish to the Indenture Transferor, the Trust Collateral Agent, the Back-up Servicer, the Owner Trustee on behalf or to the Note Insurer, within five Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the NoteholdersIssuer, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer's Certificates furnished before such request indicating removal of Receivables from the Issuer. (i) The Servicer shall deliver to the Trust Collateral Agent, the Owner Trustee and the Note Insurer: (1) promptly after the execution and delivery of this Agreement and of each amendment hereto and after the execution and delivery of each amendment to any financing statement, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest; and (2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cutoff Date, an Opinion of Counsel, dated as of a date during such 90-day period either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (i) (1) or (i) (2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest. (j) For the purpose of facilitating the execution of this Agreement and for other purposes, this Agreement may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and all of which counterparts shall constitute but one and the same instrument.

Protection of Title. (a) Each of the Transferor, as to itself, and the Servicer, as to itself, shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain, and protect the interest of the Indenture Trustee on behalf of the Noteholders, the Trust Collateral Agent and the Note Insurer in its interest in the Receivables and the other Trust Assets and in the proceeds thereof. Each of the Transferor, as to itself, and the Servicer, as to itself, shall deliver (or cause to be delivered) to the Trust Collateral Agent, the Owner Trustee and the Note Insurer file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Neither the Transferor nor the Servicer shall change its name, identity or corporate structure in any manner that would, could, or might make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of ss. 9-402(7) of the UCC, unless it shall have given the Trust Collateral Agent, the Owner Trustee, the Note Insurer and the other party at least thirty days' prior written notice thereof, shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements and shall have delivered an Opinion of Counsel (A) stating that, in the opinion of such counsel, all amendments to all previously filed financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent in the Receivables and the other Trust Assets, and reciting the details of such filings or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. (c) Each of the Transferor and the Servicer shall have an obligation to give the Trust Collateral Agent, the Owner Trustee, the Note Insurer and the other party at least thirty days' prior written notice of any relocation of its principal executive office or change in its state of incorporation if, as a result of such relocation or change, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement, shall promptly file any such amendment and shall deliver an Opinion of Counsel (A) stating that, in the opinion of such counsel, all amendments to all previously filed financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent in the Receivables, and reciting the details of such filings or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America. (d) The Servicer shall maintain (or shall cause its Subservicer to maintain) in accordance with its Customary Servicing Practices accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Depository Accounts and the Collection Account in respect of such Receivable. (be) The Servicer shall maintain (or shall cause its Subservicer to maintain) its computer systems so that, from time to time and after the time of conveyance under this Agreement of the Receivables to the Grantor Trust and the grant of security interest to the Indenture TrusteeIssuer, the Servicer's master computer records (including any backup back-up archives) that refer to a Receivable shall indicate clearly the interest of Long Beach Acceptance Auto Receivables Trust 2001-A in such Receivable and that such Receivable is owned by the Grantor Trust and has been pledged to the Indenture Trustee on behalf of the Noteholders pursuant to the Indenture. In the event the Backup Servicer has been appointed as Servicer, the Successor Servicer shall maintain the Receivables on its computer systems in a series of isolated and partitioned branchesIssuer. Indication of the Grantor Trust’s interest in Issuer's ownership of a Receivable shall not be deleted from or modified on such the Servicer's computer systems untilwhen, and only untilwhen, the related such Receivable shall have been paid in full, full or repurchased, purchased or sold. (cf) If at any time the Transferor or the Servicer shall propose to sell, grant a security interest in in, or otherwise transfer any interest in motor vehicle automotive receivables to any prospective purchaser, lender lender, or other transferee, the Servicer shall give to such prospective purchaser, lender lender, or other transferee computer tapes, records records, or printouts (including any restored from backup back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold conveyed to and is owned by the Grantor Issuer. (g) The Servicer shall, upon reasonable notice, permit the Transferor, the Trust Collateral Agent, the Back-up Servicer, the Owner Trustee and has been pledged the Note Insurer and its agents at any time during normal business hours to inspect, audit, and make copies of and abstracts from the Servicer's records regarding any Receivable. (h) Upon request, the Servicer shall furnish to the Indenture Transferor, the Trust Collateral Agent, the Back-up Servicer, the Owner Trustee on behalf or to the Note Insurer, within five Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the NoteholdersIssuer, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer's Certificates furnished before such request indicating removal of Receivables from the Issuer. (i) The Servicer shall deliver to the Trust Collateral Agent, the Owner Trustee and the Note Insurer: (1) promptly after the execution and delivery of this Agreement and of each amendment hereto and after the execution and delivery of each amendment to any financing statement, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest; and (2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cutoff Date, an Opinion of Counsel, dated as of a date during such 90-day period either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (i) (1) or (i) (2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest. (j) For the purpose of facilitating the execution of this Agreement and for other purposes, this Agreement may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and all of which counterparts shall constitute but one and the same instrument.

Protection of Title. (a) Each of the Transferor, as to itself, and the Servicer, as to itself, shall file such financing statements and cause to be filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain, and protect the interest of the Indenture Trustee on behalf of the Noteholders, the Class C Certificateholder, the Trust Collateral Agent and the Note Insurer in its interest in the Receivables and the other Trust Assets and in the proceeds thereof. Each of the Transferor, as to itself, and the Servicer, as to itself, shall deliver (or cause to be delivered) to the Trust Collateral Agent, the Owner Trustee and the Note Insurer file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Neither the Transferor nor the Servicer shall change its name, identity or corporate structure in any manner that would, could, or might make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-507(c) of the UCC, unless it shall have given the Trust Collateral Agent, the Owner Trustee, the Note Insurer and the other party at least thirty days' prior written notice thereof, shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements and shall have delivered an Opinion of Counsel (A) stating that, in the opinion of such counsel, all amendments to all previously filed financing statements and continuation statements have been filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent in the Receivables and the other Trust Assets, and reciting the details of such filings or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. (c) Each of the Transferor and the Servicer shall have an obligation to give the Trust Collateral Agent, the Owner Trustee, the Note Insurer and the other party at least thirty days' prior written notice of any relocation of its principal executive office or change in its state of incorporation if, as a result of such relocation or change, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement, shall promptly file any such amendment and shall deliver an Opinion of Counsel (A) stating that, in the opinion of such counsel, all amendments to all previously filed financing statements and continuation statements have been filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent in the Receivables, and reciting the details of such filings or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America. (d) The Servicer shall maintain (or shall cause its Subservicer to maintain) in accordance with its Customary Servicing Practices accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Depository Accounts and the Collection Account in respect of such Receivable. (be) The Servicer shall maintain (or shall cause its Subservicer to maintain) its computer systems so that, from time to time and after the time of conveyance under this Agreement of the Receivables to the Grantor Trust and the grant of security interest to the Indenture TrusteeIssuer, the Servicer's master computer records (including any backup back-up archives) that refer to a Receivable shall indicate clearly the interest of Long Beach Acceptance Auto Receivables Trust 2006-A in such Receivable and that such Receivable is owned by the Grantor Trust and has been pledged to the Indenture Trustee on behalf of the Noteholders pursuant to the Indenture. In the event the Backup Servicer has been appointed as Servicer, the Successor Servicer shall maintain the Receivables on its computer systems in a series of isolated and partitioned branchesIssuer. Indication of the Grantor Trust’s interest in Issuer's ownership of a Receivable shall not be deleted from or modified on such the Servicer's computer systems untilwhen, and only untilwhen, the related such Receivable shall have been paid in full, full or repurchased, purchased or sold. (cf) If at any time the Transferor or the Servicer shall propose to sell, grant a security interest in in, or otherwise transfer any interest in motor vehicle automotive receivables to any prospective purchaser, lender lender, or other transferee, the Servicer shall give to such prospective purchaser, lender lender, or other transferee computer tapes, records records, or printouts (including any restored from backup back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold conveyed to and is owned by the Grantor Issuer. (g) The Servicer shall, upon reasonable notice, permit the Transferor, the Trust Collateral Agent, the Back-up Servicer, the Owner Trustee and has been pledged the Note Insurer and its agents at any time during normal business hours to inspect, audit, and make copies of and abstracts from the Servicer's records regarding any Receivable. (h) Upon request, the Servicer shall furnish to the Indenture Transferor, the Trust Collateral Agent, the Back-up Servicer, the Owner Trustee on behalf or to the Note Insurer, within five Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the NoteholdersIssuer, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer's Certificates furnished before such request indicating removal of Receivables from the Issuer. (i) The Servicer shall deliver to the Trust Collateral Agent, the Owner Trustee and the Note Insurer: (1) promptly after the execution and delivery of this Agreement and of each amendment hereto and after the execution and delivery of each amendment to any financing statement, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements have been filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest; and (2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Initial Cutoff Date, an Opinion of Counsel, dated as of a date during such 90-day period either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements have been filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (i) (1) or (i) (2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest. (j) For the purpose of facilitating the execution of this Agreement and for other purposes, this Agreement may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and all of which counterparts shall constitute but one and the same instrument.

Protection of Title. (a) Each of the Transferor, as to itself, and the Servicer, as to itself, shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain, and protect the interest of the Indenture Trustee on behalf of the Noteholders, the Trust Collateral Agent and the Note Insurer in its interest in the Receivables and the other Trust Assets and in the proceeds thereof. Each of the Transferor, as to itself, and the Servicer, as to itself, shall deliver (or cause to be delivered) to the Trust Collateral Agent, the Owner Trustee and the Note Insurer file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Neither the Transferor nor the Servicer shall change its name, identity or corporate structure in any manner that would, could, or might make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of (Section) 9-507(C) of the UCC, unless it shall have given the Trust Collateral Agent, the Owner Trustee, the Note Insurer and the other party at least thirty days' prior written notice thereof, shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements and shall have delivered an Opinion of Counsel (A) stating that, in the opinion of such counsel, all amendments to all previously filed financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent in the Receivables and the other Trust Assets, and reciting the details of such filings or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. (c) Each of the Transferor and the Servicer shall have an obligation to give the Trust Collateral Agent, the Owner Trustee, the Note Insurer and the other party at least thirty days' prior written notice of any relocation of its principal executive office or change in its state of incorporation if, as a result of such relocation or change, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement, shall promptly file any such amendment and shall deliver an Opinion of Counsel (A) stating that, in the opinion of such counsel, all amendments to all previously filed financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent in the Receivables, and reciting the details of such filings or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America. (d) The Servicer shall maintain (or shall cause its Subservicer to maintain) in accordance with its Customary Servicing Practices accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Depository Accounts and the Collection Account in respect of such Receivable. (be) The Servicer shall maintain (or shall cause its Subservicer to maintain) its computer systems so that, from time to time and after the time of conveyance under this Agreement of the Receivables to the Grantor Trust and the grant of security interest to the Indenture TrusteeIssuer, the Servicer's master computer records (including any backup back-up archives) that refer to a Receivable shall indicate clearly the interest of Long Beach Acceptance Auto Receivables Trust 2002-A in such Receivable and that such Receivable is owned by the Grantor Trust and has been pledged to the Indenture Trustee on behalf of the Noteholders pursuant to the Indenture. In the event the Backup Servicer has been appointed as Servicer, the Successor Servicer shall maintain the Receivables on its computer systems in a series of isolated and partitioned branchesIssuer. Indication of the Grantor Trust’s interest in Issuer's ownership of a Receivable shall not be deleted from or modified on such the Servicer's computer systems untilwhen, and only untilwhen, the related such Receivable shall have been paid in full, full or repurchased, purchased or sold. (cf) If at any time the Transferor or the Servicer shall propose to sell, grant a security interest in in, or otherwise transfer any interest in motor vehicle automotive receivables to any prospective purchaser, lender lender, or other transferee, the Servicer shall give to such prospective purchaser, lender lender, or other transferee computer tapes, records records, or printouts (including any restored from backup back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold conveyed to and is owned by the Grantor Issuer. (g) The Servicer shall, upon reasonable notice, permit the Transferor, the Trust Collateral Agent, the Back-up Servicer, the Owner Trustee and has been pledged the Note Insurer and its agents at any time during normal business hours to inspect, audit, and make copies of and abstracts from the Servicer's records regarding any Receivable. (h) Upon request, the Servicer shall furnish to the Indenture Transferor, the Trust Collateral Agent, the Back-up Servicer, the Owner Trustee on behalf or to the Note Insurer, within five Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the NoteholdersIssuer, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer's Certificates furnished before such request indicating removal of Receivables from the Issuer. (i) The Servicer shall deliver to the Trust Collateral Agent, the Owner Trustee and the Note Insurer: (1) promptly after the execution and delivery of this Agreement and of each amendment hereto and after the execution and delivery of each amendment to any financing statement, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest; and (2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cutoff Date, an Opinion of Counsel, dated as of a date during such 90-day period either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (i) (1) or (i) (2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest. (j) For the purpose of facilitating the execution of this Agreement and for other purposes, this Agreement may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and all of which counterparts shall constitute but one and the same instrument.

Protection of Title. (a) Each of the Transferor, as to itself, and the Servicer, as to itself, shall file such financing statements and cause to be filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain, and protect the interest of the Indenture Trustee on behalf of the Noteholders, the Class C Certificateholder, the Trust Collateral Agent and the Note Insurer in its interest in the Receivables and the other Trust Assets and in the proceeds thereof. Each of the Transferor, as to itself, and the Servicer, as to itself, shall deliver (or cause to be delivered) to the Trust Collateral Agent, the Owner Trustee and the Note Insurer file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Neither the Transferor nor the Servicer shall change its name, identity or corporate structure in any manner that would, could, or might make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of ss. 9-507(c) of the UCC, unless it shall have given the Trust Collateral Agent, the Owner Trustee, the Note Insurer and the other party at least thirty days' prior written notice thereof, shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements and shall have delivered an Opinion of Counsel (A) stating that, in the opinion of such counsel, all amendments to all previously filed financing statements and continuation statements have been filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent in the Receivables and the other Trust Assets, and reciting the details of such filings or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. (c) Each of the Transferor and the Servicer shall have an obligation to give the Trust Collateral Agent, the Owner Trustee, the Note Insurer and the other party at least thirty days' prior written notice of any relocation of its principal executive office or change in its state of incorporation if, as a result of such relocation or change, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement, shall promptly file any such amendment and shall deliver an Opinion of Counsel (A) stating that, in the opinion of such counsel, all amendments to all previously filed financing statements and continuation statements have been filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent in the Receivables, and reciting the details of such filings or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America. (d) The Servicer shall maintain (or shall cause its Subservicer to maintain) in accordance with its Customary Servicing Practices accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Depository Accounts and the Collection Account in respect of such Receivable. (be) The Servicer shall maintain (or shall cause its Subservicer to maintain) its computer systems so that, from time to time and after the time of conveyance under this Agreement of the Receivables to the Grantor Trust and the grant of security interest to the Indenture TrusteeIssuer, the Servicer's master computer records (including any backup back-up archives) that refer to a Receivable shall indicate clearly the interest of Long Beach Acceptance Auto Receivables Trust 2004-C in such Receivable and that such Receivable is owned by the Grantor Trust and has been pledged to the Indenture Trustee on behalf of the Noteholders pursuant to the Indenture. In the event the Backup Servicer has been appointed as Servicer, the Successor Servicer shall maintain the Receivables on its computer systems in a series of isolated and partitioned branchesIssuer. Indication of the Grantor Trust’s interest in Issuer's ownership of a Receivable shall not be deleted from or modified on such the Servicer's computer systems untilwhen, and only untilwhen, the related such Receivable shall have been paid in full, full or repurchased, purchased or sold. (cf) If at any time the Transferor or the Servicer shall propose to sell, grant a security interest in in, or otherwise transfer any interest in motor vehicle automotive receivables to any prospective purchaser, lender lender, or other transferee, the Servicer shall give to such prospective purchaser, lender lender, or other transferee computer tapes, records records, or printouts (including any restored from backup back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold conveyed to and is owned by the Grantor Issuer. (g) The Servicer shall, upon reasonable notice, permit the Transferor, the Trust Collateral Agent, the Back-up Servicer, the Owner Trustee and has been pledged the Note Insurer and its agents at any time during normal business hours to inspect, audit, and make copies of and abstracts from the Servicer's records regarding any Receivable. (h) Upon request, the Servicer shall furnish to the Indenture Transferor, the Trust Collateral Agent, the Back-up Servicer, the Owner Trustee on behalf or to the Note Insurer, within five Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the NoteholdersIssuer, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer's Certificates furnished before such request indicating removal of Receivables from the Issuer. (i) The Servicer shall deliver to the Trust Collateral Agent, the Owner Trustee and the Note Insurer: (1) promptly after the execution and delivery of this Agreement and of each amendment hereto and after the execution and delivery of each amendment to any financing statement, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements have been filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest; and (2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Initial Cutoff Date, an Opinion of Counsel, dated as of a date during such 90-day period either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements have been filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (i) (1) or (i) (2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest. (j) For the purpose of facilitating the execution of this Agreement and for other purposes, this Agreement may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and all of which counterparts shall constitute but one and the same instrument.

Protection of Title. (a) The Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation and other statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Issuer and the Indenture Trustee under this Agreement in the Receivables. The Seller shall deliver (or cause to be delivered) to the Issuer file-stamped copies of, or filing receipts for, any document filed as provided above. (b) The Seller shall notify the Issuer and the Indenture Trustee in writing within ten (10) days following the occurrence of (i) any change in the Seller’s organizational structure as a limited liability company, (ii) any change in the Seller’s “location” (within the meaning of 28 Sale and Servicing Agreement Section 9-307 of the UCC of all applicable jurisdictions) and (iii) any change in the Seller’s name and shall have taken all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not possible to take such action in advance) reasonably necessary or advisable to amend all previously filed financing statements or continuation statements described in paragraph (a) above. (c) The Servicer shall maintain (or shall cause its Subservicer Sub-Servicer to maintain) in accordance with its Customary Servicing Practices accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Depository Accounts and the Collection Account in respect of such Receivable. (bd) The Servicer shall maintain (or shall cause its Subservicer Sub-Servicer to maintain) its computer systems so that, from time to time after the conveyance under this Agreement of the Receivables to the Grantor Trust and the grant of security interest to the Indenture TrusteeReceivables, the master computer records (including any backup archives, it being understood that any such backup archives may not reflect such interest until thirty-five (35) days after the applicable changes are made to such master computer records) that refer to a Receivable shall indicate clearly the interest of the Issuer in such Receivable and that such Receivable is owned by the Grantor Trust Issuer and has been pledged to the Indenture Trustee on behalf of the Noteholders pursuant to the Indenture. In the event the Backup Servicer has been appointed as Servicer, the Successor Servicer shall maintain the Receivables on its computer systems in a series of isolated and partitioned branches. Indication of the Grantor TrustIssuer’s interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full, repurchasedrepurchased by the Seller pursuant to Section 2.3 hereof, repurchased by the Bank pursuant to Section 3.3 of the Purchase Agreement or purchased or soldby the Servicer in accordance with Section 3.6 hereof. (ce) If at any time the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts (including any restored from backup archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Grantor Trust Issuer and has been pledged to the Indenture Trustee. (f) The Servicer, upon receipt of reasonable prior notice, shall permit the Indenture Trustee, the Owner Trustee on behalf and their respective agents at any time during normal business hours, to the extent it does not unreasonably interfere with the Servicer’s normal operations, to inspect, audit and, to the extent permitted by applicable law, make copies of and abstracts from Servicer’s (or any Sub-Servicer’s) records regarding any Receivable. (g) Upon request, the Servicer shall furnish to the Issuer or to the Indenture Trustee, within five Business Days, a list of all Receivables (by contract number and name of Obligor) then owned by the Issuer, together with a reconciliation of such list to each of the Noteholders.Servicer’s Certificates furnished before such request indicating removal of Receivables from the Issuer. 29 Sale and Servicing Agreement

Protection of Title. (a) The Servicer shall maintain (or shall cause its Subservicer Sub-Servicer to maintain) in accordance with its Customary Servicing Practices accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Depository Accounts and the Collection Account in respect of such Receivable. (b) The Servicer shall maintain (or shall cause its Subservicer Sub-Servicer to maintain) its computer systems so that, from time to time after the conveyance under this Agreement of the Receivables to the Grantor Trust and the grant of security interest to the Indenture TrusteeReceivables, the master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Issuer in such Receivable and that such Receivable is owned by the Grantor Trust Issuer and has been pledged to the Indenture Trustee on behalf of the Noteholders pursuant to the Indenture. In the event the Backup Servicer has been appointed as Servicer, the Successor Servicer shall maintain the Receivables on its computer systems in a series of isolated and partitioned branches. Indication of the Grantor TrustIssuer’s interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full, repurchasedrepurchased by the Depositor pursuant to Section 3.3 of the Sale Agreement, repurchased by the Bank pursuant to Section 3.3 of the Purchase Agreement or purchased or soldby the Servicer in accordance with Section 3.6 hereof. (c) If at any time the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts (including any restored from backup archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Grantor Trust Issuer and has been pledged to the Indenture Trustee. (d) The Servicer, upon receipt of reasonable prior notice, shall permit the Indenture Trustee, the Owner Trustee on behalf and their respective agents at any time during normal business hours, to the extent it does not unreasonably interfere with the Servicer’s normal operations, to inspect, audit and, to the extent permitted by applicable law, make copies of and abstracts from Servicer’s (or any Sub-Servicer’s) records regarding any Receivable. (e) Upon request, the Servicer shall furnish to the Issuer or to the Indenture Trustee, within [thirty] Business Days, a list of all Receivables (by contract number and name of Obligor) then owned by the Issuer, together with a reconciliation of such list to each of the NoteholdersServicer’s Certificates furnished before such request indicating removal of Receivables from the Issuer.

Protection of Title. (a) The Servicer shall maintain (or shall cause its Subservicer Sub-Servicer to maintain) in accordance with its Customary Servicing Practices accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Depository Accounts and the Collection Account in respect of such Receivable. (b) The Servicer shall maintain (or shall cause its Subservicer Sub-Servicer to maintain) its computer systems so that, from time to time after the conveyance under this Agreement of the Receivables to the Grantor Trust and the grant of security interest to the Indenture TrusteeReceivables, the master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Issuer in such Receivable and that such Receivable is owned by the Grantor Trust Issuer and has been pledged to the Indenture Trustee on behalf of the Noteholders pursuant to the Indenture. In the event the Backup Servicer has been appointed as Servicer, the Successor Servicer shall maintain the Receivables on its computer systems in a series of isolated and partitioned branches. Indication of the Grantor TrustIssuer’s interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full, repurchasedrepurchased by the Seller pursuant to Section 3.8 of the Sale Agreement, repurchased by the Bank pursuant to Section 3.3 of the Receivables Sale Agreement or purchased by the Servicer pursuant to either Section 3.6 or sold7.1 of this Agreement. (c) If at any time the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender Table of Contents or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts (including any restored from backup archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Grantor Trust Issuer and has been pledged to the Indenture Trustee on behalf of the Noteholders. (d) The Servicer, upon receipt of reasonable prior notice, shall permit the Indenture Trustee, the Owner Trustee and their respective agents at any time during normal business hours, to the extent it does not unreasonably interfere with the Servicer’s normal operations, to inspect, audit and, to the extent permitted by applicable law, make copies of and abstracts from Servicer’s (or any Sub-Servicer’s) records regarding any Receivable. (e) Upon request, the Servicer shall furnish to the Issuer or to the Indenture Trustee, within thirty (30) Business Days, a list of all Receivables then owned by the Issuer, together with a reconciliation of such list to each of the Servicer’s Reports furnished before such request indicating removal of Receivables from the Issuer.

Protection of Title. (a) Each of the Transferor, as to itself, and the Servicer, as to itself, shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain, and protect the interest of the Indenture Trustee on behalf of the Noteholders, the Trust Collateral Agent and the Note Insurer in its interest in the Receivables and the other Trust Assets and in the proceeds thereof. Each of the Transferor, as to itself, and the Servicer, as to itself, shall deliver (or cause to be delivered) to the Trust Collateral Agent, the Owner Trustee and the Note Insurer file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Neither the Transferor nor the Servicer shall change its name, identity or corporate structure in any manner that would, could, or might make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of (section)9-507(C) of the UCC, unless it shall have given the Trust Collateral Agent, the Owner Trustee, the Note Insurer and the other party at least thirty days' prior written notice thereof, shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements and shall have delivered an Opinion of Counsel (A) stating that, in the opinion of such counsel, all amendments to all previously filed financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent in the Receivables and the other Trust Assets, and reciting the details of such filings or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. (c) Each of the Transferor and the Servicer shall have an obligation to give the Trust Collateral Agent, the Owner Trustee, the Note Insurer and the other party at least thirty days' prior written notice of any relocation of its principal executive office or change in its state of incorporation if, as a result of such relocation or change, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement, shall promptly file any such amendment and shall deliver an Opinion of Counsel (A) stating that, in the opinion of such counsel, all amendments to all previously filed financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent in the Receivables, and reciting the details of such filings or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America. (d) The Servicer shall maintain (or shall cause its Subservicer to maintain) in accordance with its Customary Servicing Practices accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Depository Accounts and the Collection Account in respect of such Receivable. (be) The Servicer shall maintain (or shall cause its Subservicer to maintain) its computer systems so that, from time to time and after the time of conveyance under this Agreement of the Receivables to the Grantor Trust and the grant of security interest to the Indenture TrusteeIssuer, the Servicer's master computer records (including any backup back-up archives) that refer to a Receivable shall indicate clearly the interest of Long Beach Acceptance Auto Receivables Trust 2003-A in such Receivable and that such Receivable is owned by the Grantor Trust and has been pledged to the Indenture Trustee on behalf of the Noteholders pursuant to the Indenture. In the event the Backup Servicer has been appointed as Servicer, the Successor Servicer shall maintain the Receivables on its computer systems in a series of isolated and partitioned branchesIssuer. Indication of the Grantor Trust’s interest in Issuer's ownership of a Receivable shall not be deleted from or modified on such the Servicer's computer systems untilwhen, and only untilwhen, the related such Receivable shall have been paid in full, full or repurchased, purchased or sold. (cf) If at any time the Transferor or the Servicer shall propose to sell, grant a security interest in in, or otherwise transfer any interest in motor vehicle automotive receivables to any prospective purchaser, lender lender, or other transferee, the Servicer shall give to such prospective purchaser, lender lender, or other transferee computer tapes, records records, or printouts (including any restored from backup back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold conveyed to and is owned by the Grantor Issuer. (g) The Servicer shall, upon reasonable notice, permit the Transferor, the Trust Collateral Agent, the Back-up Servicer, the Owner Trustee and has been pledged the Note Insurer and its agents at any time during normal business hours to inspect, audit, and make copies of and abstracts from the Servicer's records regarding any Receivable. (h) Upon request, the Servicer shall furnish to the Indenture Transferor, the Trust Collateral Agent, the Back-up Servicer, the Owner Trustee on behalf or to the Note Insurer, within five Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the NoteholdersIssuer, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer's Certificates furnished before such request indicating removal of Receivables from the Issuer. (i) The Servicer shall deliver to the Trust Collateral Agent, the Owner Trustee and the Note Insurer: (1) promptly after the execution and delivery of this Agreement and of each amendment hereto and after the execution and delivery of each amendment to any financing statement, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest; and (2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cutoff Date, an Opinion of Counsel, dated as of a date during such 90-day period either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (i) (1) or (i) (2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest. (j) For the purpose of facilitating the execution of this Agreement and for other purposes, this Agreement may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and all of which counterparts shall constitute but one and the same instrument.